Common use of Termination Upon a Change of Control Clause in Contracts

Termination Upon a Change of Control. In the event of a "Change of Control", Employee shall become immediately and fully vested in all Options held by Employee. For purposes of this Agreement, a "Change of Control" shall mean that (i) any "person" (as such term is defined within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "1934 Act")), other than any person who as of the date hereof beneficially owns (as defined in Rule 13d-3 of the ▇▇▇▇ ▇▇▇) directly or indirectly 15% or more of the Company's outstanding Common Stock or as of the date hereof is on, or has designated a member of, the Board, becomes a beneficial owner directly or indirectly of securities of the Company representing in excess of fifty percent (50%) of the Company's then outstanding securities having the right to vote for the election of directors, (ii) the Company shall have consummated the sale of all or substantially all of the assets of the Company, (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation (or other entity), other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; (iv) the stockholders of the Company approve a plan of complete liquidation of the Company; or (v) the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the date hereof, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company's stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended.

Termination Upon a Change of Control. In If (x) the event Company terminates Executive's employment hereunder without Cause, (y) Executive terminates Executive's employment for Good Reason or (z) the Company delivers a notice of nonrenewal pursuant to Section 1, in each case during the period that begins ninety (90) days prior to the occurrence of the Change of Control and that ends on the second (2nd) anniversary of the occurrence of a Change of Control (the "Change of ControlControl Period"), Employee Executive shall become immediately and fully vested in all Options held be entitled to the payments provided for by EmployeeSection 5(d). For purposes of this Agreement, a "Change of Control" shall mean that be conclusively deemed to have occurred if any of the following shall have taken place: (i) the consummation of a transaction or a series of related transactions pursuant to which any "person" (as such term is defined within the meaning of Section 13(d)(3used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended 1934 (the "1934 Exchange Act")), other than any person who Executive, Executive's designee(s) or "affiliate(s)" (as of defined in Rule 12b-2 under the date hereof beneficially owns Exchange Act), or a Permitted Holder, is or becomes the "beneficial owner" (as defined in Rule 13d-3 of under the ▇▇▇▇ ▇▇▇) Exchange Act), directly or indirectly 15% or more of the Company's outstanding Common Stock or as of the date hereof is onindirectly, or has designated a member of, the Board, becomes a beneficial owner directly or indirectly of securities of the Company representing in excess of fifty forty percent (5040%) or more of the combined voting power of the Company's then outstanding securities having the right to vote for the election of directors, securities; or (ii) the Company shall have consummated the sale of all or substantially all of the assets of the Company, (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation (or entity other entity)than a Permitted Holder, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% eighty percent (80%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; ; (iviii) the stockholders of the Company approve a plan of complete liquidation of the Company; Company or (v) an agreement for the following individuals cease for any reason to constitute a majority of sale or disposition by the number of directors then serving: individuals whoCompany of, on or the date hereofCompany sells or disposes of, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual all or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors substantially all of the Company) whose appointment 's assets other than to a Permitted Holder; For purposes of this Section 4(f), a "Permitted Holder" shall mean MacAndrews & Forbes Holdings Inc. and its subsidiaries or election by the Board or nomination for election by the Company's stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommendedaffiliates.

Termination Upon a Change of Control. Within sixty (60) days prior to or ninety (90) days after the effective date of a Change of Control (as defined below), either NutraCea or Employee may, upon thirty (30) days' prior written notice to the other, terminate Employee's employment. In the event of a "Change any such termination of Control"Employee's employment (and regardless of whether such termination occurs with or without such thirty (30) day notice), NutraCea shall pay to Employee (a) the severance and other benefits set forth in Section 3.2.1 and Section 3.2.2 and (b) an additional severance payment of an amount equal to the excess, if any, of (1) two times the sum of Employee's Base Salary for the year in which the termination occurs, over (2) the amount of the Severance Payment. Such payment shall become immediately and fully vested be payable in all Options held by Employeeaccordance with applicable law, but in no event later than thirty (30) days following the date of termination. For the purposes of this Agreement, a "the term “Change of Control" ” shall mean that (i) any "person" (as such term is defined within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended following events: (the "1934 Act")), other than any person who as of the date hereof beneficially owns (as defined in Rule 13d-3 of the ▇▇▇▇ ▇▇▇) directly or indirectly 15% or more of the Company's outstanding Common Stock or as of the date hereof is on, or has designated a member of, the Board, becomes a beneficial owner directly or indirectly of securities of the Company representing in excess of fifty percent (50%) of the Company's then outstanding securities having the right to vote for the election of directors, (iix) the Company shall have consummated the sale consummation of all or substantially all of the assets of the Company, (iii) the stockholders of the Company approve a merger or consolidation of the Company NutraCea with any other corporation (or other entity), other than a merger or consolidation entity which would result results in the voting securities of the Company NutraCea outstanding immediately prior thereto continuing failing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50% %) of the total voting power of represented by the voting securities of the Company NutraCea or such surviving entity outstanding immediately after such merger or consolidation; , or (ivy) the stockholders sale, mortgage, lease or other transfer in one or more transactions not in the ordinary course of the Company approve a plan NutraCea's business of complete liquidation of the Company; assets or earning power constituting more than fifty percent (v) the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the date hereof, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company's stockholders was approved or recommended by a vote of at least two-thirds (2/350%) of the directors then still in office who either were directors on the date hereof assets or whose appointment, election earning power of NutraCea and its subsidiaries (taken as a whole) to any such person or nomination for election was previously so approved or recommendedgroup of persons.”

Termination Upon a Change of Control. In If (x) the event Company terminates Executive’s employment hereunder without Cause (y) Executive terminates Executive’s employment for Good Reason or (z) the Company delivers a notice of nonrenewal pursuant to Section 1, in each case during the period that begins ninety (90) days prior to the occurrence of the Change of Control and that ends on the second (2nd) anniversary of the occurrence of a "Change of Control"Control (the “Change of Control Period”), Employee Executive shall become immediately and fully vested in all Options held be entitled to the payments provided for by EmployeeSection 5(d). For purposes of this Agreement, a "“Change of Control" ” shall mean that be conclusively deemed to have occurred if any of the following shall have taken place: (i) the consummation of a transaction or a series of related transactions pursuant to which any "“person" ” (as such term is defined within the meaning of Section 13(d)(3used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended 1934 (the "1934 “Exchange Act")”), other than any person who Executive, Executive’s designee(s) or “affiliate(s)” (as of defined in Rule 12b-2 under the date hereof beneficially owns Exchange Act), or a Permitted Holder, is or becomes the “beneficial owner” (as defined in Rule 13d-3 of under the ▇▇▇▇ ▇▇▇) Exchange Act), directly or indirectly 15% or more of the Company's outstanding Common Stock or as of the date hereof is onindirectly, or has designated a member of, the Board, becomes a beneficial owner directly or indirectly of securities of the Company representing in excess of fifty forty percent (5040%) or more of the combined voting power of the Company's ’s then outstanding securities having the right to vote for the election of directors, securities; or (ii) the Company shall have consummated the sale of all or substantially all of the assets of the Company, (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation (or entity other entity)than a Permitted Holder, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% eighty percent (80%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or (iviii) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of, or the Company sells or disposes of, all or substantially all of the Company; or ’s assets other than to a Permitted Holder; (viv) subsequent to the Plan Covenant Termination Date (as defined in the Plan), the following individuals cease for any reason to constitute a majority of the number of directors then servingserving on the Board: individuals who, on the date hereofday immediately preceding the Effective Date, constitute the Board and any new director whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least a majority of the directors then still in office who either were directors on the day immediately preceding the Effective Date or whose appointment, election or nomination for election was previously so approved or recommended, but excluding (other than a i) any director whose initial assumption of office is in connection with an actual or threatened election contestcontest (including, including but not limited to to, a consent or proxy solicitation, relating to the election of directors of the CompanyCompany by or on behalf of a person (as defined above) other than the Board) and (ii) any director whose appointment or election by initial assumption of office is in connection with the Board or nomination for election by Plan; (v) the Company's stockholders was approved or recommended by a vote of at least two-thirds PharmAthene Allowed Claim (2/3as such term is defined in the Plan) is treated under Section 4.3(b)(i)(C) of the directors then still Plan or as set forth in office who either were directors on Section 4.3(b)(ii) of the date hereof or whose appointment, election or nomination for election was previously so approved or recommendedPlan; or (vi) the Board is reconstituted as provided in Section 6.6(d) of the Plan.

Termination Upon a Change of Control. In the event of a "Change of Control", Employee Executive shall become immediately and fully vested in all Options held by EmployeeExecutive. For purposes of this Agreement, a "Change of Control" shall mean that (i) any "person" (as such term is defined within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "1934 Act")), other than any person who as of the date hereof beneficially owns (as defined in Rule 13d-3 of the ▇▇▇▇ ▇▇▇) directly or indirectly 15% or more of the Company's outstanding Common Stock or as of the date hereof is on, or has designated a member of, the Board, becomes a beneficial owner directly or indirectly of securities of the Company representing in excess of fifty percent (50%) of the Company's then outstanding securities having the right to vote for the election of directors, (ii) the Company shall have consummated the sale of all or substantially all of the assets of the Company, (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation (or other entity), other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; (iv) the stockholders of the Company approve a plan of complete liquidation of the Company; or (v) the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the date hereof, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company's stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended.

Termination Upon a Change of Control. In the event that the Company, or its successor or assignee, terminates Executive's employment without Cause or Executive resigns for Good Reason within twelve (12) months following the effective date of a "Change in Control, then Executive shall be entitled to the Accrued Obligations and, Executive shall be entitled to receive Salary Continuation Payments for a period of Control", Employee shall become immediately and fully vested in all Options held by Employeeeighteen (18) months. For purposes of this Agreement, a "Change of Control" in Control shall mean that a change in ownership or control of the Company effected through any of the following transactions: (i) any "person" (as such term is defined within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934a merger, as amended (the "1934 Act")), consolidation or other than any person who as of the date hereof beneficially owns (as defined in Rule 13d-3 of the ▇▇▇▇ ▇▇▇) directly or indirectly 15% or more of reorganization approved by the Company's outstanding Common Stock or as of the date hereof is on’s stockholders, or has designated a member of, the Board, becomes a beneficial owner directly or indirectly of unless securities of the Company representing in excess of more than fifty percent (50%) of the Company's then outstanding securities having the right to vote for the election of directors, (ii) the Company shall have consummated the sale of all or substantially all of the assets of the Company, (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation (or other entity), other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the total combined voting power of the voting securities of the successor Company are immediately thereafter beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned the Company’s outstanding voting securities immediately prior to such surviving entity outstanding immediately after such merger transaction: (ii) a stockholder-approved sale, transfer or consolidation; (iv) the stockholders other disposition of all or substantially all of the Company approve a plan of Company’s assets in complete liquidation or dissolution of the Company; or or (viii) the following individuals cease for acquisition, directly or indirectly by any reason to constitute a majority person or related group of the number of directors then serving: individuals who, on the date hereof, constitute the Board and any new director persons (other than the Company or a director whose initial assumption person that directly or indirectly controls, is controlled by, or is under common control with, the Company), of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to beneficial ownership (within the election meaning of directors Rule 13d-3 of the 1▇▇▇ ▇▇▇) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company) whose appointment ’s outstanding securities pursuant to a tender or election by the Board or nomination for election by exchange offer made directly to the Company's stockholders was approved or recommended by ’s stockholders. Notwithstanding anything herein to the contrary, Executive shall not be entitled to receive any payments pursuant to this Section unless Executive has executed and delivered to the Company a vote of at least twogeneral release with customary, industry-thirds (2/3) standard terms and conditions, that includes an enforceable non-competition covenant consistent in scope with the non-competition covenant contained in Exhibit C hereto, in favor of the directors then still Company in office who either were directors on form and substance satisfactory to the date hereof or whose appointmentCompany (and such release is in full force and effect and has not been revoked), election or nomination for election was previously so approved or recommendedwhich release shall be in full force and effect (and no longer subject to revocation) within sixty (60) calendar days after Executive’s separation from employment with the Company. In the event said sixty (60) day period spans more than one calendar year, any payments made pursuant to this Section 5(D) shall not commence until the later calendar year.